S&C Hosts Webinar on Lessons from the 2019 Proxy Season

On September 12, Sullivan & Cromwell partners Marc Treviño and Melissa Sawyer presented our annual program that discussed lessons learned from the 2019 proxy season and advance planning for 2020, including:

Rule 14a-8 Shareholder Proposals

  • Significant increase in traction for ESP proposals

  • Continued focus on proposals to reduce special meeting thresholds

  • Growth in proposals against investing on the basis of ESP factors


  • Continued strength on say-on-pay

  • Shareholder support for equity compensation plans

Analysis of ISS Negative Recommendations Against Directors

  • Recommendations continue to correlate with lower director support levels

  • Focus areas diverge between S&P 500 and broader Russell 3000

  • Launch of 2019 policy survey

Developments for 2020

  • Potential policy changes

  • New solicitation strategies

  • SEC rule-making